Equity plan expansion and director vote shape Enphase (NASDAQ: ENPH) meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Enphase Energy, Inc. reported results of its 2026 Annual Meeting of Stockholders. Shareholders approved an amendment and restatement of the 2021 Equity Incentive Plan, increasing the common stock reserved for issuance by 2,000,000 shares. An advisory vote approved compensation for named executive officers, and shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Three directors, including Jamie Haenggi, Benjamin Kortlang and Richard Mora, were elected, with Mr. Kortlang receiving a plurality but not a majority of votes cast. The Board’s Nominating and Corporate Governance Committee will review this and the Company will disclose the Board’s decision and rationale within ninety days of the meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2026
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(707 ) 774-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026 , Enphase Energy, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 2,000,000 shares.
The foregoing description of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, filed as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proxies for the Annual Meeting were solicited by the Company's Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. As of March 19, 2026, the record date for the Annual Meeting, 131,783,945 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 104,505,305 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal 1: Election of Directors
Jamie Haenggi, Benjamin Kortlang and Richard Mora were elected as directors to hold office until the 2029 Annual Meeting of Stockholders by the following vote:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Jamie Haenggi | 70,328,117 | 13,469,978 | 20,707,210 | |||||||||||||||||
| Benjamin Kortlang | 36,219,753 | 47,578,342 | 20,707,210 | |||||||||||||||||
| Richard Mora | 78,604,250 | 5,193,845 | 20,707,210 | |||||||||||||||||
In addition to the directors elected above, Badri Kothandaraman, Steven J. Gomo, Joseph Malchow and Thurman John Rodgers, continue to serve as directors after the Annual Meeting.
Mr. Kortlang received the required plurality of votes to be elected to serve on the Board; however, he did not receive a majority of the votes cast. The Nominating and Corporate Governance Committee of the Board, excluding Mr. Kortlang, will review the matter and provide a recommendation to the full Board, which will also make its determination on the matter without Mr. Kortlang's participation, pursuant to the Company’s Corporate Governance Guidelines. The Company will disclose the Board’s decision and the rationale thereof in a Current Report on Form 8-K within ninety (90) days of the date of the Annual Meeting.
Proposal 2: Advisory Vote on the Compensation of Named Executive Officers
The compensation of the Company’s named executive officers was approved, on an advisory basis, by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 76,051,038 | 7,560,943 | 186,114 | 20,707,210 | |||||||||||||||||
Proposal 3: Approval of an amendment and restatement of the Enphase Energy, Inc. 2021 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 2,000,000 shares
The amendment and restatement of the 2021 Plan was approved, on an advisory basis, by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 65,817,412 | 17,853,291 | 127,392 | 20,707,210 | |||||||||||||||||
Proposal 4: Ratification of Appointment of Deloitte & Touche LLP
The selection of Deloitte & Touche LLP by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the following vote:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 103,513,747 | 714,475 | 277,083 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description | |||||||
10.1 | Amended and Restated 2021 Equity Incentive Plan | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: May 15, 2026 | ENPHASE ENERGY, INC. | ||||||||||
| By: | /s/ Mandy Yang | ||||||||||
| Mandy Yang | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
FAQ
What happened with Enphase (ENPH) director elections at the 2026 Annual Meeting?
Shareholders elected Jamie Haenggi, Benjamin Kortlang and Richard Mora to serve until the 2029 Annual Meeting. Mr. Kortlang received a plurality but not a majority of votes cast, so the Nominating and Corporate Governance Committee will review and the Board will decide on the matter within ninety days.